Sotera Health Co
For the period ended May 21, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 10, 2025
Contents
PROXY STATEMENT SUMMARY
Proxy Statement Summary
Annual Meeting of Stockholders
Proxy Statement Summary
Your proxy is being solicited on behalf of the Board of Directors (“Board”) of Sotera Health Company (“Sotera Health,” the “Company,” “we,” “us” or “our”) to vote at the 2025 Annual Meeting of Stockholders (“Annual Meeting”). We are making this Proxy Statement available to stockholders beginning on or about April 10, 2025. This proxy statement summary represents only selected information. We encourage you to read the entire Proxy Statement before voting.
Annual Meeting of Stockholders
| | | | Time and Date | | | Wednesday, May 21, 2025 at 9:00 a.m., Eastern Daylight Time. | |
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| | | | Place | | | The Annual Meeting will be a virtual meeting held online at www.virtualshareholdermeeting.com/SHC2025 via a live audio webcast. Please see “Virtual Annual Meeting” on the following page for additional information. | |
| | | | Record Date | | | Friday, March 28, 2025 | |
| | | | Voting | | | Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and vote at, the Annual Meeting. Each share of common stock is entitled to one vote on each director nominee and one vote on each of the proposals. | |
| | | | Attendance | | | Stockholders and their duly appointed proxies may attend the meeting. | |
Proposals and Board Recommendations
| | Proposal | | | Board Voting Recommendation | |
|---|---|---|---|---|---|
| | 1. Election of Ruoxi Chen, Karen A. Flynn and Ann R. Klee as Class II directors to our Board | | | FOR these nominees | |
| | 2. Approval, on an advisory basis, of the compensation of our named executive officers | | | FOR | |
| | 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | | | FOR | |
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Proxy Statement Summary
Information on the Director Nominees
Information on the Director Nominees
Information as of March 28, 2025 about the three nominees for Class II directors is set forth below. The Nominating and Corporate Governance (“NCG”) Committee reviewed the attributes and contributions of each of the nominees (without Mr. Chen’s involvement in the review and discussion of his attributes or contributions and without Ms. Klee’s involvement in the review and discussion of her attributes or contributions) and the Board recommends that stockholders vote FOR the election of each of these director nominees.
| · Name and Occupation · · · Age · · · Director Since · · · Independent · · · Committees · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Ruoxi Chen Managing Director, Warburg Pincus, LLC | | | 41 | | | 2020 | | | | | NCG Committee | |
| | Karen A. Flynn Former President, Biomodalities, Catalent Pharma Solutions | | | 62 | | | 2023 | | | | | Audit Committee | |
| | Ann R. Klee Former Executive Vice President, Business Development & External Affairs, Suffolk Construction | | | 63 | | | 2020 | | | | | Audit Committee; NCG Committee (Chair) | |
Virtual Annual Meeting
Our Annual Meeting will be held exclusively online in a virtual format through a live audio webcast. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 28, 2025, the record date, or hold a valid proxy for the meeting.
To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/SHC2025, you must enter the 16-digit control number found next to the label “Control Number” on your Notice of Internet Availability, proxy card, or the voting instructions you receive by email. Stockholders may vote their shares electronically during the Annual Meeting through the virtual meeting platform; for more information on how to vote your shares, please refer to “Questions and Answers About the Proxy Statement and Our 2025 Annual Meeting of Stockholders.”
We are committed to ensuring that stockholders who attend our virtual Annual Meeting are afforded the same rights and opportunities to participate as stockholders at in-person meetings. Stockholders will be able to submit questions to Sotera Health’s management and directors during the Annual Meeting through the virtual meeting platform and we will answer as many properly submitted questions as possible.
The Annual Meeting webcast will begin promptly at 9:00 a.m., Eastern Daylight Time, on May 21, 2025. Online access and check-in will begin approximately 15 minutes prior to the 9:00 a.m. start time. We encourage you to access the meeting prior to the start time to allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during check-in or during
Proxy Statement Summary
Information on the Director Nominees
the meeting, please call 844-986-0822 (US) or 303-562-9302 (International). If there are any technical issues in convening or hosting the meeting, we plan to promptly post information to our investor relations website, https://investors.soterahealth.com/, including information on when the meeting will be reconvened.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.